How do you top perfection? More specifically, how do you top The Good, The Bad, & The Ugly, one of the greatest films of all-time? For the average filmmaker, this task would prove to be next-to-impossible, but Sergio Leone succeeds at making a brilliant follow-up to his magnum opus. Once Upon a Time in The West, though, is a far departure from the tone and atmosphere of Leone's previous Western trilogy. The "Dollars" Trilogy was over-the-top, had characters with large personalities, and the action was always stylized and brutal. This new entry contains and expands upon some of these elements, but the setting has changed to a new location that's more reminiscent of old Hollywood Westerns. This is partly due to the boom in "gritty" Westerns after the success of the Dollars trilogy, which set out to copy or blatantly rip-off those films for profit/entertainment. So, Leone not only ramps up the violence in this film, but the tone is incredibly dark and cynical while containing elements of the old Hollywood westerns. In a way, it's a deconstruction of his own deconstruction.

The film follows two major conflicts occurring during the end of the Old West - an age when gunslingers were dwindling and industrialization was moving in on the world. The first conflict revolves around a newly-widowed woman in a land battle related to the construction of the railroad. Before her new husband was murdered, he left enough supplies and money behind to start a new town for the benefit of his family. However, the rights to build this town are threatened, as the town still isn't built and the railroad company is quickly approaching the area. The second conflict is a tale of old-fashioned vengeance, as a nameless gunslinger (nicknamed "Harmonica", due to his signature harmonica) seeks to kill a cold-blooded psychopath. These two tales converge, as a few of the characters in each conflict are related - in part - to the other conflict.

Visually-speaking, I have to admit that this film even outdoes The Good, The Bad, & The Ugly. The picture is incredibly crisp and clear and every shot is planned to perfection. It's almost like watching a moving painting, because of how amazing the visuals in this film are. The use of Steadicam, Leone's signature wide shots/close-ups, the lingering and gracefully edited angles - everything is simply flawless. There's nothing in this film that even remotely looks bad, and the great cast of characters just enhances the whole look of the film.

Speaking of characters, Leone's film features an incredible cast of characters who, in turn, are played by an incredible cast of actors. Frank, the cold-blooded killer, is played by Henry Fonda, for example, and he's just completely hypnotizing as his character. From his dialogue to the way he carries himself, the man is a terrific character (and a terrific villain at that). Harmonica's also really interesting, serving as Leone's new 'man with no name' character in this film - just like Eastwood, he's calm, collected, and drips with style and 'coolness'. Finally, another interesting character to note is Jill, who's the newly-widowed woman. Though women have had roles in Leone's films before, they've only served as either passing characters, whores, or a mixture of the two. However, this would mark the first time that Leone's ever featured a strong leading lady, though it's uncertain if this was only done due to the old Hollywood setting. Regardless, Jill's a strong and interesting character, and proves herself as being just as tough as the men in the film.

When it comes to pacing, the film may be one of Leone's slowest moving pictures - for better or for worse. In fact, the first 10 minutes of the film are completely silent as three assassins wait for their target to show up at a train station. That may sound dull, but the atmosphere and visuals completely suck the viewer in. The sentiment could said for a great deal of the film, but it's all for the better of the overall product. It may seem to drag during a few scenes, but this is all just build-up for great and perfectly-executed filmmaking.

Making a great follow-up to one of the greatest films of all-time sounds daunting, but Leone makes it seem so easy. The film's just as perfect as TGTB&TU was, so it's really all a matter of preference when it comes to deciding between those two films. Great characters, amazing visuals, a lingering pace, and the thematic elements of the film prove that Once Upon a Time in The West is another Leone masterpiece.